Enel Americas S A : Américas - Explanations of the matters submitted for vote - 2026 ESM

About this update from Enel Americas S.a.

EXPLANATIONS OF THE MATTERS SUBMITTED FOR VOTE ENEL AMÉRICAS' EXTRAORDINARY SHAREHOLDER'S MEETING 2026 TO BE HELD ON APRIL 30, 2026. To agree the early cancellation of the 4,291,195,581 shares of its own issue acquired by the Company within the framework of the share repurchase program approved at the Extraordinary Shareholders' Meeting of August 28, 2025; as well as to agree the corresponding reduction of the share capital from US$15,799,226,825, divided into 107,279,889,530 ordinary, registered shares, all of the same series and with no par value, to US$15,327,282,763, divided into 102,988,693,949 ordinary, registered shares, all of the same series and with no par value. As a consequence of the execution of the repurchase program approved at the Extraordinary Shareholders' Meeting dated August 28, 2025 (hereinafter, the "Program"), the Company acquired a total of 4,291,195,581 shares of its own issue, through the pro rata mechanism within the framework of a firm block offer carried out on the Santiago Stock Exchange. Such shares represent 4% of the total subscribed and paid shares of the Company. As was timely reported through an essential fact dated September 29, 2025, the implementation of the Program was carried out in a fully satisfactory manner. In particular, the Company managed to acquire, through the firm block offer modality, the totality of the contemplated share packages, with a level of acceptance being recorded that exceeded the number of shares subject to the offer, a circumstance that made it necessary to apply the pro rata mechanism among the shareholders who participated therein. By virtue of the provisions of article 27 C of Law No. 18.046 on Corporations, shares of own issue acquired in the context of repurchase programs must be disposed of within the maximum term of 24 months counted from their acquisition; if such disposal is not verified within such term, the share capital shall be reduced by operation of law, it being understood that such shares are legally cancelled. In line with the foregoing, the Board of Directors has analyzed the possibility of cancelling in advance the shares of its own issue acquired by the Company under the Program, as well as carrying out the corresponding capital reduction, concluding that such alternative would be convenient for the Company for the following reasons: The Program was executed in strict compliance with what was approved and instructed by the Shareholders' Meeting, the defined objectives being fully achieved, as the totality of the contemplated share packages was acquired. Likewise, the process evidenced an excess of supply by the selling shareholders, which implied that the Company acquired the totality of the shares considered in the Program at the previously established price. The Program remained open to the participation of the totality of the shareholders, with a level of adherence being recorded that exceeded the volume of shares contemplated in the offer. In this context, and as has been indicated, within the framework of the firm block offer it was necessary to apply the pro rata mechanism, in view of the fact that the shares offered by the shareholders exceeded the limits previously authorized by the Shareholders' Meeting. As a consequence of the foregoing, an effective allocation of resources to the shareholders was materialized, through the cash payment associated with the acquisition of shares from those shareholders who chose to dispose of them in the context of the Program. It is not deemed necessary to proceed to place on the market the shares of its own issue currently held in treasury by the Company, given that, as of this date, no additional liquidity requirements are identified. This decision is based on the solid financial position presented by the Company. Without prejudice to the foregoing, in the event that cash needs are generated in the future, the available alternatives will be timely evaluated for their adequate management. The cancellation of the shares of its own issue aligns with the corporate interest and benefits the totality of the shareholders, since it entails an immediate increase in the relative participation of each of them in the share capital. In this sense, the early cancellation makes it possible to materialize such effect without the need to wait for the expiration of the 24-month term provided in the regulations in force for the reduction by operation of law to occur. Additionally, considering that the shares of its own issue held by the Company do not confer political nor economic rights, that is, they lack the right to speak, vote and participate in dividends, the proposed cancellation eliminates the risk of dilution that could be generated in the event of an eventual placement of such shares on the market. In this context, the measure is presented as consistent with the grounds and objectives of the Program, insofar as it constitutes an additional mechanism of restitution of value to the shareholders, allowing the value generated by the Company to be channeled to them. Lastly, the cancellation of the shares of its own issue held in treasury will not generate a negative impact on the liquidity of the share, since these are already in the possession of the Company and, therefore, out of circulation in the market. In view of the grounds previously set forth, the Board of Directors agreed to submit for the consideration of the Shareholders' Meeting the early cancellation of the 4,291,195,581 shares of its own issue acquired by the Company within the framework of the repurchase program approved at the Extraordinary Shareholders' Meeting dated August 28, 2025. Likewise, it agreed to propose the corresponding reduction of the share capital by an amount of US$471,944,062, equivalent to the balance of the equity account "Treasury Shares in Portfolio", which reflects the acquisition cost of such shares. As a consequence of the foregoing, the share capital of the Company, currently amounting to US$15,799,226,825, divided into 107,279,889,530 ordinary, registered shares, of the same series and with no par value, would become US$15,327,282,763, divided into 102,988,693,949 ordinary, registered shares, of the same series and with no par value. It is necessary to bear in mind that, pursuant to the general rules provided in articles 10 and 67 No. 5 of the Corporations Law, as well as in articles 49 and following of its Regulations, the Shareholders' Meeting has the sovereign power to agree the reduction of the share capital, in this case, through the cancellation of shares of its own issue. Such agreement must be adopted with the favorable vote of, at least, two thirds of the issued shares with voting rights. To agree to amend the permanent article five and the first transitory article of the bylaws. It was agreed to propose to the Extraordinary Shareholders' Meeting of Enel Américas S.A. to approve the amendment of the company's bylaws to reflect the early cancellation of shares and capital reduction, in the sense of amending the permanent Article Five and the first transitory article of the bylaws, replacing them with the following: " Article Five: The capital of the Company is the sum of fifteen thousand three hundred twenty-seven million two hundred eighty-two thousand seven hundred sixty-three dollars of the United States of America (US$15,327,282,763) divided into one hundred two thousand nine hundred eighty-eight million six hundred ninety-three thousand nine hundred forty-nine (102,988,693,949) ordinary, registered shares, all of the same series and with no par value, which is subscribed and paid in the manner indicated in the First Transitory Article of these bylaws." " First Transitory Article : The capital of the Company is the sum of fifteen thousand three hundred twenty-seven million two hundred eighty-two thousand seven hundred sixty-three dollars of the United States of America (US$15,327,282,763) divided into one hundred two thousand nine hundred eighty-eight million six hundred ninety-three thousand nine hundred forty-nine (102,988,693,949) ordinary, registered shares, all of the same series and with no par value, which has been subscribed and will be subscribed and has been paid and will be paid as follows: (a) with the sum of nine thousand seven hundred sixty-three million seventy-eight thousand six hundred ninety-nine dollars of the United States of America divided into seventy-six thousand eighty-six million three hundred eleven thousand thirty-six shares, fully subscribed and paid; (b) with the sum of six thousand thirty-six million, four hundred nineteen thousand eight hundred forty-five dollars of the United States of America, corresponding to thirty-one thousand one hundred ninety-five million, three hundred eighty-seven thousand five hundred twenty-five shares, which were issued charged to the capital increase agreed at an extraordinary shareholders' meeting of the Company dated eighteen of December of two thousand twenty, which agreed and approved the merger by incorporation of EGP Américas SpA into the Company. The merger took effect on April 1, 2021. As a consequence of the merger, the Company, as the absorbing entity, incorporated EGP Américas SpA, absorbing it and succeeding it in all its rights and obligations. The shares of the capital increase of the merger remained subscribed and paid charged to the incorporation of the equity that corresponded to the absorbed company. These shares were issued and delivered to the shareholder of EGP Américas SpA in accordance with the exchange ratio approved at the meeting; (c) minus the sum of two hundred seventy-one thousand seven hundred nineteen dollars of the United States of America, equivalent to one million eight hundred nine thousand thirty-one ordinary, registered shares, all of the same series and with no par value that correspond to the number of shares with respect to which the dissenting shareholders exercised the appraisal right from Enel Américas S.A. upon prior payment by the Company of the value of their shares on the occasion of the approval of the merger of EGP Américas SpA into Enel Américas S.A., agreed at the Extraordinary Shareholders' Meeting dated 18 December 2020, which were reduced by operation of law for not having been disposed of within the term of one year counted from their acquisition; (d) minus the sum of four hundred seventy-one million nine hundred forty-four thousand sixty-two dollars of the United States of America (US$471,944,062), equivalent to four thousand two hundred ninety-one million one hundred ninety-five thousand five hundred eighty-one (4,291,195,581) ordinary, registered shares, all of the same series and with no par value, which correspond to the number of shares of its own issue acquired by the Company through the repurchase program approved at an Extraordinary Shareholders' Meeting held on 28 August 2025, which were cancelled early by resolution of the Extraordinary Shareholders' Meeting dated 30 April 2026." In relation to the resolutions adopted at the Meeting in accordance with items 1 and 2 above: (i) to broadly empower the Board of Directors to resolve and implement all aspects, modalities, actions and details that may arise in relation to the amendments to the bylaws and other resolutions adopted at the Meeting; and (ii) to grant powers to executives and/or attorneys of the Company to legalize the resolutions of the Meeting, make the required filings before the Commission for the Financial Market and other pertinent entities, carry out the other formalities that are necessary to materialize such resolutions, and report as an essential fact one or more of the resolutions of the Meeting. Once the Meeting adopts the aforementioned resolutions, it will be proposed to the Meeting the approval of the following resolutions: To broadly empower the Board of Directors to resolve and implement all aspects, modalities, actions and details that may arise in relation to the amendments to the bylaws and other resolutions adopted at the Meeting; To empower, jointly and severally, executives and/or attorneys of the Company so that they reduce to public deed, in whole or in part, and in one or more acts, the minutes of the Meeting and the pertinent notarial certification; carry out all other formalities necessary to obtain the legalization of the modifications to capital, amendments to the bylaws and other resolutions adopted at the Meeting, including, but not limited to, requiring and signing the registrations, sub-registrations and other annotations that may be appropriate in the pertinent registries, require the formal publications; or delegate one or more of such powers to the bearer of an authorized copy of the public deed to which the minutes of the Meeting are reduced; make the required filings before the Commission for the Financial Market, before the Stock Exchanges and other pertinent entities; to execute the instruments and the public or private deeds that correspond; and, in general, carry out all the formalities necessary to materialize the resolutions adopted at the Meeting; and To empower executives of the Company so that, acting separately and severally, they report as an Essential Fact one or more of the resolutions of the Meeting to the Commission for the Financial Market and to the Stock Exchanges. To grant a consolidated text of the corporate bylaws that reflects the amendments made thereto. It will be proposed to submit for the approval of the shareholders the granting of a consolidated text of the corporate bylaws of the company that incorporates the amendments indicated above, as well as others that may be agreed at the Extraordinary Shareholders' Meeting. The proposed consolidated text of the company's bylaws, reflecting the proposed amendments, is uploaded to the Company's website in a separate document simultaneously with this document. To adopt the other resolutions necessary or convenient to carry out the decisions resolved by the Meeting. It will be proposed to the Extraordinary Shareholders' Meeting to adopt the resolutions necessary to carry out the proposed bylaw amendment, in the terms and conditions that the Meeting ultimately approves.

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